Definition

Written guidelines issued by an organization to its workers and management, to help

them conduct their actions in accordance with its primary values and ethical standards.
Law & Legal definition
A code of ethics is a set of principles of conduct within an organization that guide
decision making and behavior. The purpose of the code is to provide members and
other interested persons with guidelines for making ethical choices in the conduct of
their work. Professional integrity is the cornerstone of many employees' credibility.
Member of an organization adopt a code of ethics to share a dedication to ethical
behavior and adopt this code to declare the organizations principles and standards of
practice.

Dells Higher Standard

Dell's success is built on a foundation of personal and professional integrity. We hold
ourselves to standards of ethical behavior that go well beyond legal minimums. We never
compromise these standards and we will never ask any member of the Dell team to do so
either. We owe this to our customers, suppliers, shareholders and other stakeholders. And
we owe it to ourselves because success without integrity is essentially meaningless.
Our higher standard is at the heart of what we know as The Soul of Dell the statement of the values and beliefs which define our shared global culture. This culture of
performance with integrity unites us as a company that understands and adheres to
our company values and to the laws of the countries in which we do business.
Just as The Soul of Dell articulates our values and beliefs, the following Code of
Conduct provides guidance to ensure we meet our higher standard and conduct
business the Dell Way - the right way; which is "Winning with Integrity." Simply put,
we want all members of our team, our shareholders, customers, suppliers and other
stakeholders to understand that they can believe what we say and trust what we do.
Our higher standard includes several key components and characteristics that both
underpin The Soul of Dell and provide the foundation for our Code of Conduct.
Trust. Our word is good. We keep our commitments to each other and to our
stakeholders.
Integrity. We do the right thing without compromise. We avoid even the appearance
of impropriety.
Honesty. What we say is true and forthcoming not just technically correct. We are
open and transparent in our communications with each other and about
business performance.
Judgment. We think before we act and consider the consequences of our actions.
Respect. We treat people with dignity and value their contributions. We maintain
fairness in all relationships.
Courage. We speak up for what is right. We report wrongdoing when we see it.
Responsibility. We accept the consequences of our actions. We admit our mistakes
and quickly correct them. We do not retaliate against those who report violations of
law or policy.
All of us regardless of grade level, position or geographic location should base our
daily actions and conduct on these standards, which support The Soul of Dell and our
ultimate success.
Thank you for your commitment to our Code of Conduct and to maintaining Dell's
higher standard.

Contents
Introduction to the Code of Conduct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Personal Conduct and Our Work Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Diversity, Equal Opportunity and Respect
Violence, Threats and Weapons
Alcohol and Illegal Drugs
Solicitation and Distribution by Employees and Third Parties
Employee Privacy
Health and Safety
Financial Statement Integrity and Company Records . . . . . . . . . . . . . . . . . . . . . . . . .6
Conflicts of Interest and Personal Integrity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Secondary Employment and Outside Business Ventures
Memberships on Corporate Boards or Advisory Committees
Financial Interests in Other Companies
Insider Trading
Theft and Fraud
Gifts and Other Business Courtesies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Giving or Accepting Business Courtesies
Anti-Corruption Laws and Business Courtesies
to Government Officials/Customers
Use of Company Assets and Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Information and Technology Resources
Software and Hardware Licensing
Travel and Entertainment
Political Contributions and Activities
Charitable Contributions
Confidential Information
Dealing with Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
Human Rights
Contracting with Others
Sales and Marketing
Customer Privacy
Commitment to the Environment
Speaking on Behalf of Dell
Dealing with Competitors
International Trade Import and Export Control
Government Contracts and Relations
Raising/Resolving Issues and Concerns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
Open-Door Policy
Raising Concerns or Reporting Violations
Internal Investigations
Ethics Committees and Offices
Conclusion and Certificate of Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25

Introduction to the Code of Conduct

Our Code of Conduct, "Winning with Integrity," provides general guidance to all Dell
employees and assists us in carrying out our daily activities in accordance with both the
letter and the spirit of applicable laws and with Dell's higher standard. This is a global
Code, and adherence to the guidance in this document is required of all Dell employees
around the world.
The Code cannot answer every question or address every possible situation.
Consequently, various corporate and regional policies containing detail and specificity
beyond the scope of this Code may be found on www.inside.dell.com or the corporate
intranet in each of our global regions.
Employees should familiarize themselves with and adhere to all applicable policies and
procedures. If any provision of this Code or Dell policy conflicts with local law or regulations, the one with the higher standard will apply, except in cases where doing so would
cause non-compliance with local law.
If you have questions about a Code provision or are unclear about a particular course of
action, you should use the many resources that are available to you for assistance.
Global Ethics Web site
(http://inside.dell.com/ethics) Provides specific guidance for common situations and
answers to frequently asked questions.
Ethics office in your region Available to answer specific questions regarding the
Code.
Dell's Ethics Helpline 1-888-888-9975. A 24-hour toll-free telephone service through
which you can raise concerns anonymously (please check the Global Ethics Web site for
your Ethics Helpline local calling prefix or contact your local Ethics office).
You may also discuss issues, concerns or raise questions to your management team,
Human Resources representatives, the legal team or the Office of the Ombuds (where
available).
All employees are responsible for understanding and complying with the Dell Code of
Conduct and all applicable Dell policies. Failure to abide by the Code or other Dell
policies may result in disciplinary action up to and including termination of employment.
In addition, Dell expects that anyone acting as its agent will adhere to the same higher
standard as Dell employees while acting on Dell's behalf. Therefore, temporary workers,
independent contractors and consultants providing services for Dell will be provided with
a copy of this Code and must agree to abide by all applicable laws and all pertinent
provisions of this Code in connection with their work for Dell.
The Audit Committee of the Dell Board of Directors must approve in advance any waiver
of or amendment to any provision of Dell's Code of Conduct.

PersonalConductandOurWorkEnvironment
Diversity, Equal Opportunity and Respect Dell values the diversity of its workforce.
Dell's approach to diversity is defined by inclusiveness, respect and fostering a culture
that allows each individual to contribute to his or her fullest potential.
Dell is committed to the principle of equal employment opportunity for all employees
and to providing employees with a work environment free of discrimination and
harassment, including sexual harassment. All employment decisions at Dell are based on
company needs, job requirements and individual qualifications, without regard to legally
protected characteristics such as race, color, religion, national origin, sex (including
pregnancy), age, disability, HIV status, sexual orientation, gender identity, marital status,
past or present military service or any other status protected by the laws or regulations in
the locations where we operate. Dell will not tolerate discrimination based on any of
these characteristics, nor harassment of any of our employees.
Dell employees should report discrimination, harassment, retaliation or other
inappropriate conduct directed at themselves or others. Reports of such incidents should
be made to your management, Human Resources representative or the Ethics office. All
such reports will be investigated promptly and appropriate corrective action will be taken.
No employee who makes good faith reports of discrimination, harassment, retaliation or
other inappropriate conduct will be subjected to reprisal or damage to their career,
reputation or employment at Dell.
Violence, Threats and Weapons
The safety of our employees is extremely important to Dell. Dell employees are
prohibited from engaging in violence or other deliberate acts intended to harm another
person or his/her property. Similarly, Dell employees must not make threatening or
menacing comments, or behave in such a way that may threaten the personal safety or
property of another person. Violence or threats of violence should immediately be
reported to Dell Security.
Dell prohibits the possession, concealment, use or transfer of any firearm or other
weapon, including knives, clubs or other devices that are primarily used to inflict injury,
on Dell premises (including buildings, parking lots, walkways and any other property
leased or owned by Dell). These prohibitions also apply to Dell employees in any
location outside the home when conducting Dell business. Dell security personnel and
law enforcement officers are exempt from this provision.
Alcohol and Illegal Drugs
Alcohol and illegal drugs have no place in the workplace and are inconsistent with a safe
and productive work environment. With the exception of moderate and prudent alcohol

consumption during legitimate business entertainment, Dell employees are prohibited

from consuming alcohol or using, possessing or distributing illegal drugs while working,
operating Dell property (including company vehicles) or engaging in Dell business.
Employees also may not perform work for Dell or operate company vehicles or other
equipment while under the influence of alcohol or illegal drugs.
Solicitation and Distribution by Employees and Third Parties
To prevent disruption of work activities and to promote a safe and productive work
environment, Dell corporate and regional policies may restrict the time, place and manner
in which Dell employees or third parties solicit or distribute literature to Dell employees
on Dell premises or using Dell information technology resources. Refer to the applicable
corporate or regional policy for details regarding these restrictions.
Employee Privacy
Dell respects the privacy and dignity of every employee. Dell collects and retains
employee personal information that is required for effective operation of the company or
that is required by law. The company will implement policies and procedures that protect
and limit access to employee personal information and comply with all applicable laws
that govern employee privacy.
No employee should access or otherwise use employee records or information unless
authorized to do so for legitimate business needs in accordance with local laws.
Health and Safety
We have a responsibility to treat with care and respect both the environment in which we
work and the people on whom we depend. Dell is committed to preserving the health and
safety of our employees, contractors and others working in Dell facilities. We will
conduct our business with integrity and dedicated observance of the occupational health
and safety laws and regulations of the locations where we operate. We will continuously
improve our health and occupational safety systems and procedures so that they meet or
exceed industry standards and local regulations. It is Dell's hope and belief that no one
should ever be injured while working for Dell. All employees should observe applicable
workplace safety rules and ensure that they use due care when performing their duties for
Dell.
In addition, employees must immediately report workplace injuries or unsafe conditions
in accordance with applicable corporate or regional policy and procedure. No employee
will be subjected to retaliation or reprisal for being injured on the job or for reporting a
workplace injury or unsafe situation.

Financial Statement Integrity and Company Records

The integrity of Dell's financial records is critical to the operation of Dell's business and
is a key factor in maintaining the confidence and trust of our employees, shareholders and
other stakeholders. We must ensure that all transactions are properly recorded, classified
and summarized in accordance with Dell's accounting policies, which ensure compliance
with U.S.
Generally Accepted Accounting Principles and applicable laws and regulations
It is a violation of Dell policy to misrepresent our financial performance or otherwise
knowingly compromise the integrity of the company's financial statements. No Dell
employee may enter information in the company's books or records that intentionally
hides, misleads or disguises the true nature of any financial or non-financial transaction
or result. In addition, each employee must retain, protect and dispose of company records
in accordance with the applicable Dell record retention policies.
It is expressly against company policy to unduly or fraudulently influence, coerce,
manipulate or mislead independent or internal auditors regarding financial statements,
processes, or internal controls.
Dell's finance and accounting officers and personnel, as well as all members of senior
management, have a special fiduciary responsibility to ensure finance and accounting
practices support the full, fair, accurate, timely and understandable disclosure of Dell's
financial results and condition. All employees are required to promptly report any case of
suspected financial or operational misrepresentation or impropriety. All such reports
made by employees of any position or grade level will be promptly and thoroughly
investigated. No employee who makes good faith reports of suspected misrepresentation
or impropriety will be subjected to reprisal or damage to their career, reputation or
employment at Dell.

Conflicts of Interest and Personal Integrity

All work we undertake for Dell must be carried out solely in the best interest of our
shareholders and Dell in a manner that is free of conflict of interest or even the
appearance of a conflict of interest. A conflict of interest occurs when any person or
situation compromises our judgment or ability to conduct business in the best interest of
Dell. To avoid a conflict of interest, you should not engage in any activity, investment or
association that creates or appears to create a conflict between your personal interests and
Dell's business interests.
Secondary Employment and Outside Business Ventures
If you wish to pursue a second job or participate in an outside business venture, you must
ensure that your engagement in such activity does not create a conflict of interest with
Dell's business.
To avoid a conflict of interest, the job or venture must not:

 compete with Dell;

provide goods or services or otherwise do business with Dell; or
reflect negatively on Dell.
And you must not:
use Dell-owned equipment or services in support of the job or venture;
use your position or authority with Dell to influence Dell to conduct business with your
secondary employer or outside business venture; or
jeopardize your productivity or fail to meet your obligations at Dell.
Even if you believe there will be no conflict, you should check with your manager before
accepting a second job or engaging in an outside business venture. Depending on the
nature of the work, you may be required to seek approval from your Ethics office.
Further, as a Dell employee you should not use information obtained internally for your
personal gain or to support an outside business venture. For example, it could be a
conflict of interest for you (or your business partner or spouse) to purchase certain real
estate because you have knowledge as an employee that Dell is considering a purchase of
that property at a later date.
Memberships on Corporate Boards or Advisory Committees
If you are considering accepting an invitation to serve as a board member of an outside
company, advisory board, committee or agency, you must first obtain appropriate
approval from your Regional Ethics Committee and the Global Ethics Council (if
applicable).
Dell's consent is not required for membership on the boards of charitable or community
organizations, as long as such activity does not conflict or interfere with your duties as a
Dell employee and does not reflect negatively on Dell.
In general, it is permissible to serve as a director (or in a substantially similar capacity) of
another company only under the following circumstances:
The other company must not be a competitor of Dell or be engaged in a business that
enhances the marketability of or otherwise supports the products or services of a
competitor of Dell.
If the company is one in which Dell has invested (e.g., through Dell Ventures), the prior
consent of the chief executive officer or president must be obtained.
You must not make, participate in or influence decisions on behalf of Dell that relate to
Dell's relationship with the other company.
The company's business must not be illegal, immoral or otherwise reflect negatively on
Dell.
For more detailed guidance on membership on corporate boards or advisory committees,
please refer to the Board Membership Policy and the Technical Advisory Board
Membership Policy.

Financial Interests in Other Companies

If you or someone with whom you have a substantial business or personal relationship
has a financial interest in a particular company, you may not attempt to influence Dell to
do business with that company.
If you are in a position to make decisions on behalf of Dell that relate to a company, you
may not own any financial interest in that other company
UNLESS:
The other company is a public company (i.e., its securities are listed on a public
securities exchange); and
Your interest is no more than 1 percent of the total market value of the other company,
including suppliers, and no more than 5 percent of the total market value if the company
is, or becomes, a customer. If your ownership exceeds 5 percent of a company that is also
a customer, the Global Ethics Council will review and oversee all the terms of Dell's
relationship with that customer.
Your financial interest includes any financial interest that is owned by someone with
whom you have a substantial business or personal relationship.
Insider Trading
Shareholder trust and compliance with securities regulations is of the utmost importance
to Dell. Therefore, Dell employees may never use inside information to trade or influence
the trading of stocks.
Inside information is something that you may know as a Dell employee that people
outside of the company may not know. Some examples of inside information include
unannounced financial data, mergers or acquisitions, stock splits, unannounced products,
marketing plans, vendor contracts or procurement and manufacturing plans. Sometimes
this information is defined as "material." Information is considered material if it can
influence someone to buy, hold or sell a stock. Dell employees who work with
confidential information are sometimes placed on the Trading Window List, which
restricts them from trading Dell stock during certain specified periods called "Trading
Windows." Employees who are placed on the Trading Window List must adhere to all
restrictions imposed by the Trading Window Policy, which can be found at
http://inside.us.dell.com/legal.
Regardless of whether you are placed on the Trading Window List, you should refrain
from using any material inside information about Dell or any other company (such as
supplier or vendor) to trade any stock and you should not provide "tips" or share material
inside information with any other person who might trade the stock. To do otherwise is a
violation of Dell policy and may subject you to criminal penalties.

Theft and Fraud

Honesty and integrity form the basis of Dell's firm stance against theft and fraud. When
employees commit theft or fraud against the company, everyone with a vested interest in
Dell is affected.
Dell does not tolerate fraud of any kind and will investigate and prosecute offenders.
Fraud is intentional deception or illegal, unethical, dishonest or unfair conduct that could
result in gain, profit or advantage to an employee, or harm or loss to another person or
entity.
All employees are required to report suspected theft or fraudulent acts within Dell. To
make a report, contact your manager, the Ethics Helpline or your Ethics office. All such
reports will be investigated promptly and appropriate corrective action will be taken. No
employee who makes good-faith reports of suspected theft or fraud will be subjected to
reprisal, or damage to their career, reputation or employment with Dell.

Gifts and Other Business Courtesies

Giving or Accepting Business Courtesies
Dell selects suppliers and wins customers on the basis of the merits of people, products
and services. Dell employees must comply with the legal requirements of each country in
which we conduct business and should employ the highest ethical standards in business
dealings. Therefore, as a Dell employee you must never accept or give a bribe, nor should
you accept or give a business courtesy that will compromise your judgment,
inappropriately influence others, conflict with Dell's ability to succeed or reflect
negatively on the company.
A business courtesy is generally a gift or entertainment such as tickets, discounts or meals
to or from someone with whom Dell has a business relationship.
Unless otherwise specified in this Code or local policy, you may accept gifts of nominal
value ($50 USD equivalent or less). Approval from local management and the Regional
Ethics office must be received before accepting any gift that is in excess of $50 (USD)
equivalent or less. You also may accept meals and entertainment provided that such
activities are reasonable, in good taste and consistent with accepted business practices.
The business courtesy should be accepted solely for the purpose of cultivating or
enhancing a business relationship.
Regardless of the amount, you must never accept:
Gifts of cash or its equivalent (e.g. stock, bonds or other negotiable instruments); or
Any other business courtesy given in an attempt to motivate you to do anything that is
prohibited by law, regulation or Dell policy.

Anti-Corruption Laws and Business Courtesies to Government Officials/Customers

Regardless of local practices or competitive intensity, you must never directly or
indirectly make a corrupt payment (cash or any other items of value) to obtain, retain or
direct business, or to acquire any improper advantage. As a Dell employee, you must
fully comply with all anti-corruption laws of the countries in which Dell does business,
including the U.S. Foreign Corrupt Practices Act (FCPA), which applies globally.
Complex rules govern the giving of gifts and payments to governmental employees.
Therefore, what may be permissible in regard to commercial customers may be illegal
when dealing with the government and could even constitute a crime. In some countries,
businesses may be controlled by the government, making it difficult to distinguish
between commercial and government officials. Therefore, your Ethics Committee and the
Legal Department must approve business courtesies to any employee or official of any
government-affiliated entity.
Dell's assets and resources are dedicated to achieving Dell's business objectives. All Dell
employees are required to safeguard and not misuse company assets and resources, and
must never use them for any unlawful or unethical purpose. Personal use of any Dell
asset is also prohibited, except as outlined in this Code.
Information and Technology Resources
Dell's information and technology resources (e.g., e-mail, computers, computer
applications, networks, Internet, intranet, facsimile, cell phone and other wireless
communications devices, telephone, paging and voice mail systems, and the like) are
company property and are provided to Dell employees and select third parties for Dell
business use. Occasional personal use of these resources is permitted but must be kept to
a minimum and must not be inappropriate. Inappropriate use includes hacking, pirating
software, using Dell resources for non-Dell commercial activities, soliciting, distributing
literature for outside entities, disclosing confidential information of Dell or third parties,
sending inappropriate e-mail or accessing inappropriate Web sites (such as those
advocating hate or violence, containing sexually explicit material, or promoting illegal
activities), or using Dell resources in a way that violates the letter or spirit of Dell
policies or reflects negatively on Dell.
Users of Dell information and technology resources must not share passwords. If you
allow others to use your password or assigned resource, you will be held accountable for
their use.
Consistent with local laws, Dell reserves the right to monitor the use of its information
and technology resources and to take appropriate disciplinary actions up to and including
termination, or denying future access privileges in cases of misuse. Where permitted by
local law, your use of Dell's information and technology resources constitutes consent to
such monitoring.

Software and Hardware Licensing

All Dell employees must be familiar with company license restrictions and corporate
policies relating to the use and duplication of computer software and hardware systems.
Dell is licensed to use a variety of hardware systems and software programs, some of
which are provided under licensing agreements that restrict their use and duplication.
Software purchases are permitted only with the appropriate approval specified in the
applicable Dell expenditure authorization policy. In addition, software should be installed
only by employees designated by the Information Technology (IT) department or through
processes and resources sanctioned by the IT department. For additional information,
contact your local IT department.
Travel and Entertainment
All Dell employees are required to ensure that their business travel is intended to further
Dell's business interests, and that travel and entertainment expenditures are reasonable,
prudent and in accordance with applicable corporate or regional policies.
Dell funds may not be used, and Dell will not reimburse expenses incurred, at any
establishment that would reflect negatively on Dell, such as a sexually oriented business
or similar environment. All employees are expected to exercise good judgment when
traveling on Dell business.
As a Dell representative, you also should be aware that certain venues, including those
specified above, are not appropriate for business entertainment or meeting with
professional or business associates because of the nature of the entertainment or
atmosphere. These venues are not acceptable even if expenses incurred are not submitted
to Dell for reimbursement.
Political Contributions and Activities
Laws in the U.S. and many other Dell locations strictly limit the ability of corporations to
make political contributions or to engage in political activities and Dell complies with all
such laws. Dell's Governmental Relations team is responsible for coordinating Dell's
activities with government officials and policy makers. Dell employees should not
communicate with public officials on policy matters, make political contributions or
engage in political activities on Dell's behalf except in accordance with local law,
applicable regional policy and in coordination with Dell's Government Relations team.
Any deviations from regional policy must be approved in advance by the applicable
Regional Ethics Committee.
Charitable Contributions
As a Dell employee, you may receive requests from charities for contributions from Dell,
such as requests for donations of computer equipment, direct cash donations or the

purchase of tickets for fund-raising events. Charitable contributions on behalf of Dell are
permissible only with the prior approval of Corporate Communications.
Confidential Information
Dell employees have a duty to protect confidential Dell information, as well as
confidential relationships between the company and its customers, suppliers and
shareholders. Even if you leave Dell, you are still legally and contractually obligated to
maintain the confidentiality of this information. It is a violation of Dell policy to use
confidential information obtained during employment at Dell for personal gain.
You should use extreme caution when discussing confidential information in public
places. In addition, confidential information should never be discussed with non-Dell
employees, including family members and friends, and should only be provided to or
discussed with Dell employees for valid business reasons.
Dell employees are expected to take reasonable precautions to ensure the physical
security of confidential information and facilities.

Dealing with Others

As Dell employees, we are committed to acting responsibly, honestly and with integrity
in all dealings with our suppliers, customers, partners, shareholders, government
regulators and competitors.
Human Rights
Dell is committed to working with socially responsible entities that comply with all
applicable laws and regulations where they conduct their business, embrace high
standards of ethical behavior, and treat their employees fairly, with dignity and respect.
We avoid working with entities that do not adhere to laws regulating wages, hours and
working conditions. Entities must demonstrate a commitment to the health and safety of
their employees and not use forced or indentured labor, or use raw materials or finished
goods produced by forced or indentured labor.
Contracting with Others
Our contractual relationships with suppliers and customers are important elements of our
success. Vendor selection and purchasing decisions must be made objectively and in
Dell's best interest, based on evaluation of suitability, price, delivery, quality and other
pertinent factors. No agreement with a supplier should be entered into without proper
approvals and appropriate involvement of the Procurement and Legal departments, as
specified in Dell's procurement policies. Similarly, negotiations with customers should be
conducted in a professional manner, engaging the proper Dell resources to establish the
best overall sales relationship with each customer. No sales agreement should be entered
into without proper approvals and the appropriate involvement of the regional Contracts

Management organization, if applicable, and/or the Legal department, as outlined in

Dell's sales policies. In addition, employees should never enter into agreements, written
or otherwise, that would appear to contain questionable accounting and/or business
practices. Dell will require that all its suppliers comply with applicable laws in fulfilling
their contractual obligations with Dell.
Sales and Marketing
Dell wins customers and builds long-term customer relationships by providing quality
products and services and by demonstrating honesty and integrity in all our interactions.
Our marketing and advertising materials and other representations we make to current or
prospective customers will be accurate, truthful and in full compliance with applicable
laws.
Customer Privacy
Our customers must be able to trust that we will only collect, store and use their personal
information for defined business purposes and to support and enhance our relationships
with them. We will not sell our customers' personal information. We will appropriately
safeguard our customers' information and comply with Dell's privacy policy and
applicable laws on customer privacy.
Commitment to the Environment
Our interest in the environment goes beyond the mandates of governmental regulation.
Our vision is to create a culture in which environmental excellence is second nature. Our
operations will place a high priority on waste minimization, recycling, reuse programs
and pollution prevention. We will continuously improve the environmental friendliness of
our products and procedures so that they meet or exceed industry standards and
applicable regulations.
Speaking on Behalf of Dell
Dell receives considerable attention from the news media, the financial community (e.g.
investors, financial analysts, stock brokers) and from other companies. Media stories
about Dell, as well as good relationships with other companies who may be potential Dell
customers or suppliers, can enhance Dell's image and products and may encourage people
to invest in Dell.
However, mismanaged media, business and financial contacts may result in confusing
messages or wrong information, with possible legal implications. For this reason, Dell
corporate policy requires all employees to contact Corporate Communications before
participating in any of the following:
Contacts with the media or industry analysts
Requests from vendors or suppliers for public relations partnerships
Invitations to participate in surveys

 Invitations to speak at public events

Letters to the media
Upon receiving an inquiry from a member of the external financial community,
employees should contact Investor Relations.
Inquiries from lobbyists or government agencies should be directed to the Legal
department or Government Relations.
Dealing with Competitors
It is common to gather information about the general marketplace, including our
competitors' products and services. However, we want to compete fairly to avoid even the
appearance of anti-competitive behavior. As a global corporate citizen, Dell is responsible
for complying with U.S. antitrust laws and laws related to competition in countries where
Dell does business. Under these laws, agreements among competitors that restrict trade or
price competition are illegal.
Dell employees must maintain independence of judgment and action in designing,
producing, pricing and selling our products and services and must avoid even the
appearance of collusion with a competitor regarding these matters.
Dell has established guidelines for situations that could raise an antitrust or anticompetition issue. These guidelines include the items described below.
Agreements among Competitors: No employee should enter into an agreement or
discussion with any competitor that would set prices or limit the availability on the
market of goods or services. To avoid even the appearance of impropriety, employees
should not discuss the following or similar subjects with a competitor: prices or
discounts; terms of sale including credit, profits, profit margins or costs; allocation of
customers or markets; boycotts; customers; suppliers; market share; distribution
practices; bids or intents to bid; sales territories or markets; selection, classification,
rejection or termination of customers; or other competitive information.
Handling Competitive Information: No employee should obtain competitive
information by unethical or illegal means, such as industrial espionage or improper
access to confidential information. Employees joining Dell after having worked for a
competitor must not possess any hard copy or electronic copy of confidential information
of such competitor and must not reveal to Dell any confidential information of their
former employer.
Comments Regarding Competitors: It is improper to make false or deceptive
statements concerning a company and its products. If you are in a position to speak on
Dell's behalf, you must ensure that your statements are based upon current, accurate,
complete and relevant data. Never comment on another company's business reputation or
financial or legal problems.

If you have questions in regard to any of these guidelines, contact your Regional Ethics
office or the Legal department.
International Trade Import and Export Control
Many countries have laws that regulate the import and export of goods, services, software
and technology. In particular, U.S. laws mandate very specific requirements that must be
complied with before an export of goods, services, software or technology occurs. Failure
to comply with these regulations may constitute a crime and the sanctions for noncompliance can include fines and imprisonment for Dell and for any responsible
individuals. A corporation that does not comply may also be denied the right to
participate in export trade.
Dell will comply with all laws of the United States and those of other countries that may
apply, concerning the import or export of goods, services, software and technology.
You should obtain advice from the World Wide Export Compliance Organization before
making any commitment concerning the export from the United States or another country
of any of the items listed above, or if you have questions about Dell's or your compliance
obligations in this area.
Government Contracts and Relations
Our business relationships with our government customers
are important to our continued success. We want to avoid
even the appearance of an impropriety when dealing with
our government customers.
As a government contractor, Dell is subject to detailed
procurement and personnel regulations adopted by the governments with which we conduct business. Every employee
involved in the verification or signing of certifications related
to these regulations must ensure that the information is
accurate and complete and that they posses the authority to
sign these certifications on behalf of Dell. Failure to do so
could result in suspension or debarment from government
business, in addition to serious criminal and civil liability for
Dell and individual employees.
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Open Door Policy
Open communication is a cornerstone of Dell's culture. Dell's direct business model demands straightforward and open communication between
Dell, its customers, suppliers, partners, shareholders and other stakeholders.
Dell employees deserve no less.
Every Dell employee should feel comfortable dealing directly with his or her
manager, other members of management, and representatives of the Human
Resources department regarding any employment-related issue, or to resolve

misunderstandings or conflicts, without fear of harassment or retaliation.

The Open Door policy provides employees with a way to resolve a
grievance, raise issues of general concern and otherwise have their voices
heard. Employees may also contact the Office of the Ombuds, where
available, for unbiased consultation and mediation. All employees shall be
treated with dignity and respect and will not be subject to retaliation, threats
or harassment for using the Open Door Policy or the Office of the Ombuds.
For more information regarding the Open Door procedure, please visit your
regional Human Resources Web site.
Raising Concerns or Reporting Violations
Dell is committed to winning with integrity. If you suspect a violation of law,
this Code or Dell policy, or other improper activities at Dell, it is your
responsibility to immediately raise these concerns. You can bring them to
the attention of your manager or to another member of management. Or,
you may use other reporting avenues such as contacting your Human
Resources representative, the Global or Regional Ethics office or the Ethics
Helpline. Calls to the Ethics Helpline, a toll-free telephone service,
1-888-888-9975 (check with the Global Ethics Web site for your applicable
local calling prefix), may be made anonymously. All employees will be treated with dignity and respect and will not be subject to retaliation, threats or
harassment for raising concerns or reporting violations.
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Raising/Resolving Issues and Concerns
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Internal Investigations
To foster a safe, healthy, profitable and productive
workplace, Dell may monitor or record employees' actions
to ensure compliance with law, this Code or Dell policy, or
as part of an investigation.
Depending on the nature of the internal investigation, the
company may need to conduct searches or inspections of
company-provided property including computers and other
equipment and employee personal property brought onto
Dell premises. Employees are expected to cooperate with
company officials conducting internal investigations. Such
investigations will be carried out in compliance with the
individuals rights granted under local law, applicable Dell
policy, and in consultation with local workers' representatives, where applicable.
If you believe that an investigation is being conducted
inappropriately, report your concern to a member of
management, your Human Resources representative, the
Global or Regional Ethics office or the Ethics Helpline.
All employees will be treated with dignity and respect and
will not be subject to retaliation, threats or harassment for

raising concerns about internal investigations.

Ethics Committees and Offices
To ensure Dell's compliance with all applicable laws, this
Code and other Dell policies, Dell has appointed a Chief
Ethics Officer and a Global Ethics Council, and established a
global ethics program.
Dell's Global Ethics Council is responsible for overseeing
Dell's overall ethics program. The Council is responsible
for assisting the Chief Ethics Officer in the execution of
compliance-related responsibilities including assessing
Dell's overall risk areas, reviewing recommendations on
ethics-related policies, supporting and driving policy implementation, assisting in investigations, establishing clear
22
lines of communications and developing training programs.
In addition to the Global Ethics Council, each region has a Regional Ethics
Committee, which is tasked with oversight of that region's ethics and compliance activities on behalf of the Global Ethics Council.
Global Ethics is composed of the Chief Ethics Officer and his or her staff and
is responsible for administering the policies and programs established by the
Global Ethics Council.
In addition to Global Ethics, each region has an Ethics office, which supports that region's Ethics Committee and acts as a liaison to Global Ethics.
Each regional Ethics office is responsible for administering that region's
ethics and compliance activities.
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